The Delaware Court of Chancery in
In re Columbia Pipeline Group, Inc. Merger Litigation denied a motion to dismiss claims for fiduciary duty breach in the sale of Columbia Pipeline Group, Inc. (“Columbia”). The Court found that the plaintiff stockholders’ allegations supported the inference that Columbia’s CEO and Chairman Robert Skaggs, Jr. and CFO Steven Smith breached their fiduciary duty of loyalty by favoring TransCanada Corporation in the sale of Columbia.
Background of the Transaction
The litigation arose from the sale of Columbia by its board of directors (the “Board”). Columbia, with its primary asset being a gas pipeline, sought to exploit a production boom. Skaggs and Smith planned to retire in 2016, and they enjoyed as part of their compensation packages lucrative change-in-control arrangements, which would provide greater benefits if the company was sold before their retirement. A decline in commodity prices pushed Columbia’s stock down, making it a t
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